ADDED
There were 17,075,471 shares outstanding of the registrant s common stock, par value $0.001 per share, as of April 14, 2026.
These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that the expectations, beliefs, etc., for the Company or our industry, will be realized.
Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risk factors that may affect our business, financial condition, results of operation and cash flows.
BUSINESS Overview As of the date of this Annual Report on Form 10-K, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce.
Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc.
NTB engages in the trading of fish, primarily eels, in the Republic of Taiwan, or Taiwan.
Upon receiving an order, the Company arranges for the harvesting of the eels, inspects the products to ensure compliance with the customer s specifications, and coordinates delivery.
In the E-Commerce segment, which is administered through Xinca, an unincorporated division of the Company ( Xinca ), we act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms.
The Company does not take control of the goods sold, and commission revenue is recognized on a net basis.
In 2025, the Company made substantial equity investments in two e-commerce companies, one based in the United States and the other in France.
REMOVED
There were 14,247,539 shares outstanding of the registrant s common stock, par value $0.001 per share, as of May 6, 2025.
Explanatory Note This Annual Report on Form 10-K (this Annual Report ) includes the restatement of Nocera, Inc., a Nevada corporation (the Company ) unaudited interim condensed consolidated financial statements for the quarters ended March 31, June 30, and September 30, 2024.
The restatement corrects errors related to the fair value calculation of warrant liabilities, which were not appropriately remeasured during each quarter, as well as non-current asset and liability misclassifications.
On March 31, 2024, we recognized our e-commerce business contract as other non-current assets and accounts payable on our balance sheet.
We inadvertently concluded the transaction, following the investigation by an examiner of the Securities and Exchange Commission, that it should have been recognized in the income statement as revenue rather than recorded on the balance sheet.
As a result, we have reversed the previously recorded other non-current asset and liability, removing them from the balance sheet and recognizing the transaction in the appropriate financial statement to reflect its true economic nature.
Additionally, we identified that we failed to calculate and record the warrant liability and the related fair value adjustments in each of the affected quarterly periods.
These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission ( SEC ) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows.